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Company Information

Home » Market » Company Information

Indian Metals & Ferro Alloys Ltd.

Oct 26
776.05 +36.95 (+ 5.00 %)
 
VOLUME : 2647
Prev. Close 739.10
Open Price 733.00
TODAY'S LOW / HIGH
733.00
 
 
 
776.05
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Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
241.95
 
 
 
997.00
Oct 26
778.45 +37.05 (+ 5.00 %)
 
VOLUME : 29058
Prev. Close 741.40
Open Price 758.90
TODAY'S LOW / HIGH
704.35
 
 
 
778.45
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Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
241.55
 
 
 
997.00
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Market Cap. ( ₹ ) 2100.03 Cr. P/BV 1.69 Book Value ( ₹ ) 460.33
52 Week High/Low ( ₹ ) 997/242 FV/ML 10/1 P/E(X) 12.61
Bookclosure 24/07/2021 TTM EPS ( ₹ ) 88.88 Div Yield (%) 1.28
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2019-03 

Directors’ Report

The Directors are pleased to present the 57th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2019.

Financial Results

Amount in Rs, crores

FY 2018-19 FY 2017-18

1 Revenue from operations

1,633.78

1,769.26

2 Other Income

14.51

27.66

3 Total Revenue

1,648.29

1,796.92

4 Profit before finance cost,

depreciation, taxation, prior period income and exceptional items

284.58

461.03

5 Finance Cost

80.50

78.23

6 Depreciation

98.16

100.80

7 Exceptional items

75.97

-

8 Profit before Tax

29.95

282.00

9 Tax including Deferred Tax

18.91

95.38

10 Profit after Tax

11.04

186.62

11 Other Comprehensive Income/ (Expenses)

(2.05)

(2.35)

12 Total Comprehensive Income/ (Expenses) for the year

8.99

184.27

13 Dividend (including Tax on Dividend)

48.37

23.14

14 Balance carried forward

1,129.67

1,169.05

Your Company’s revenue from operations during the year decreased to Rs,1,633.78 crores (previous year: Rs,1,769.26 crores) including foreign exchange earnings of Rs,1,470.02 crores (previous year: Rs,1,506.87 crores); EBITDA before exceptional items decreased to Rs,284.58 crores (previous year: Rs,461.03 crores) and profit after tax stood at Rs,11.04 crores (previous year: profit of Rs,186.62 crores) mainly on account of lower production, higher input costs and impairment of investment in Indonesia & related arbitration expenses which are exceptional in nature.

Dividend

Your Directors are pleased to recommend a dividend of Rs,5/- per equity share (@ 50%) of face value of Rs,10/- each for the year ended 31st March, 2019, subject to approval of shareholders at the forthcoming Annual General Meeting of the Company.

State of Company’s Affairs Ferro Alloys

During the year under review, manufacturing operations at the Therubali Unit in Dist. Rayagada, Odisha was disrupted from 23rd April - 10th May 2018 and again from 27th June -29th June 2018 because of an agitation by a group of people without any ostensible link to the Company. This led to shell puncture of one furnace at Therubali (TCP-3) which remained out of operation for 118 days.

As a result, the production of ferro chrome during the year under review was lower at 216,046 tonnes (previous year: 234,443 tonnes).

Electricity

During the year under review, your Company generated 914.60 MU’s of electricity including 4.92 MU from Solar Power (previous year: 946.05 MU’s including 3.32 MU’s from Solar Power) in accordance with captive requirement.

The Company’s second major initiative in renewable energy is now a reality with the 1.5 MWp solar power facility at Therubali being successfully commissioned in December 2018 taking the total solar power capacity to 4.5 MWp.

Mining

Chrome ore production stood at 518,615 tonnes as compared to 550,670 tonnes during the previous year.

It is pertinent to note here that your Company has consistently followed in letter and spirit the practice of value addition with ore raised from its mines being used only for captive consumption thus maximizing contribution to the exchequer and generating employment.

Scheme of Amalgamation

During the year under review, Hon’ble National Company Law Tribunal, Cuttack Bench passed an order on 26th March, 2019, approving the scheme of amalgamation amongst Indian Metals & Carbide Limited (IMCL), B Panda & Company Private Limited (BPCO) and Indian Metals & Ferro Alloys Limited (the Company) and their respective shareholders and creditors (‘’Scheme”) under Sections 230 to 232 of the Companies Act, 2013 read with the relevant rules and has become effective on 30th April, 2019 consequent upon filing of a certified copy of the Order with the Registrar of Companies, Cuttack by IMCL, BPCO and the Company.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013, the Company has placed a copy of Annual Return of the Company on its website at http://www.imfa.in/pdfs/Annual-Return-2017-18.pdf

Number of Meetings of the Board

The Board met five times in financial year 2018-19 viz. on 21st May, 2018, 17th July, 2018, 23rd October, 2018,

3rd January, 2019 and 12th February 2019. The maximum interval between any two meetings did not exceed 120 days. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report.

Directors’ Responsibility Statement

Pursuant to provisions under section 134(5) of the Companies Act, 2013, your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for the year under consideration;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31st March, 2019 on a going concern basis;

(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that they had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration Given by Independent Directors

The Independent Directors have given declaration that they meet the criteria specified under section 149(6) of the Companies Act, 2013 and regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

Policy on Directors’ Appointment and Remuneration

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of Companies Act,2013.

During the year under review, no changes were made in the above policy. Salient features of this policy are enumerated in the Corporate Governance Report which forms part of the Annual Report. The above policy is available at the website of the Company at : http://www.imfa.in/pdfs/Nomination-Remuneration-Policy.pdf

Auditors and Auditors’ Report Statutory Auditors

M/s Haribhakti & Co LLP, Chartered Accountants, (Firm Registration No. 103523W/W100048) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing 57th Annual General Meeting (AGM). Based on the recommendation of the Audit Committee, the Board of Directors have recommended to the shareholders the appointment of M/s SCV & Co LLP, Chartered Accountants, (Firm Registration

No.000235N/N500089) as Auditors of the Company with effect from conclusion of ensuing 57th AGM till conclusion of 62nd AGM in place of M/s Haribhakti & Co LLP, the retiring Auditors. M/s SCV & Co LLP, Chartered Accountants have given their consent to act as Auditors and also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks or disclaimers made in their audit report.

Secretarial Auditor

The Company has appointed M/s Sunita Mohanty & Associates, Company Secretaries to conduct secretarial audit and their Report is appended to this Report as Annexure-1

There are no qualifications, reservations or adverse remarks or disclaimers made in their secretarial audit report.

Cost Auditor

Pursuant to section 148 of the Companies Act 2013, the Board of Directors on the recommendation of Audit Committee appointed M/s S.S. Sonthalia & Co. Cost Accountants as the Cost Auditors of the Company for the Financial Year 2019-20 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General Meeting. M/s S.

S. Sonthalia & Co. have given their consent to act as Cost Auditors and also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.

Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year 2018 was filed with the Ministry of Corporate Affairs on 14th August, 2018.

Particulars of Loans, Guarantees or Investments Under Section 186

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of Annual Report.

Particulars of Contracts or Arrangements with Related Parties

There are no contracts/arrangements/transactions which are not at arm’s length basis and there are no material contracts/arrangements/transactions which are at arm’s length basis. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

Material Changes and Commitments Affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

Energy Conservation, Etc.

The information required under section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure-2 hereto forming part of this report.

Risk Management Policy

The Company has a Risk Management framework in place which is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. All identified risks are categorized based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular are monitored regularly at meetings of the Executive Risk Committee and the Board of Directors of the Company is kept abreast of such issues.

Corporate Social Responsibility (CSR)

The details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure - 3 to this Report.

The CSR Policy of the Company is hosted on the Company’s website at http://www.imfa.in/pdfs/CSR-Policy.pdf

Annual Evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i) Attendance of Board and Committee Meetings

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of Company and its performance

iv) Providing perspectives and feedback going beyond information provided by the management

v) Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors.

A member of the Board will not participate in the discussion of his/her evaluation.

Disclosure Under Section 197(12) of the Companies Act, 2013

Pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each director to the median employee’s remuneration and such other details are furnished below:

i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the Director

Ratio Name of the Director

Ratio

Mr Baijayant Panda

44

1 General Shankar Roychowdhury(Retd)

0.82:1

Mr Subhrakant Panda

52

1 Major R N Misra (Retd)

0.94:1

Mr J K Misra

25

1 Mr S P Mathur

0.93:1

Mr C R Ray

15

1 Mr S Nautiyal **

0.78:1

Mrs Paramita Mahapatra

4

.2

0.

1 Mr Bijoy Kumar Das

0.89:1

Mr D Bandyopadhyay*

8

.7

0

1 Mr Stefan Georg Amrein

0.71:1

Mr N R Mohanty

0.95:1

*Ceased to be a Director w.e.f 26th July, 2018 **Ceased to be a Director w.e.f 1st December, 2018

ii) the percentage increase in remuneration of each Director, Chief Financial Officer & Company Secretary and Chief Executive Officer, in the financial year:

Name of the Director

% increase Name of the Director

% increase

Mr Baijayant Panda

(66.84) General Shankar Roychowdhury (Retd)

(72.25)

Mr Subhrakant Panda

(62.38) Major R N Misra (Retd)

(69.66)

Mr J K Misra

8.60 Mr S P Mathur

(70.11)

Mr C R Ray

0.86 Mr S Nautiyal**

(73.92)

Mrs Paramita Mahapatra

(15.38) Mr Stefan Georg Amrein

50.00

Mr D Bandyopadhyay*

(73.73) Mr Bijoy Kumar Das

(70.48)

Mr N R Mohanty

(69.63) Mr Prem Khandelwal, CFO & CS

0.93

*Ceased to be a Director w.e.f 26th July, 2018 **Ceased to be a Director w.e.f 1st December, 2018

iii) the percentage increase in the median remuneration of employees in the financial year: 9.27

iv) the number of permanent employees on the rolls of company:2228

v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase in the salaries of employees other than the managerial personnel : 47th Percentile increase in the managerial remuneration : NIL

vi) The Nomination and Remuneration Committee of the Company has affirmed that the remuneration is as per the Nomination and Remuneration Policy of the Company.

Particulars of Employees

The information on top ten employees who were in receipt of remuneration of not less than '102,00,000/- (Rupees One Crore and Two Lakhs only) during the financial year or '850,000/-(Rupees Eight Lakh Fifty Thousand only) per month during any part of the said year as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said statement is also open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Public Deposits

The Company has not accepted/renewed any public deposits during the year under review under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. There are no deposits that remain unclaimed.

Whistle Blower Policy

The Company has formulated a Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

Directors and Key Managerial Personnel

Mr Debabrata Bandyopadhya (DIN:00144440) ceased to be a Director of the Company with effect from 26th July, 2018 consequent upon completion of his term and Mr Santosh Nautiyal (DIN: 01127740) ceased to be a Director of the Company w.e.f 1st December, 2018 consequent to resignation due to personal reasons.

Disclosure with Respect to Unclaimed Suspense Account

Pursuant to Listing Regulations details in respect of the shares lying in the Indian Metals & Ferro Alloys Limited - Unclaimed Suspense Account (Promoter group & Non-promoter group) till 31st March, 2019 are as under:

Sl.No.

Description

No of shareholders

No. of shares

(i)

Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 1st April, 2018

0*

0*

(ii)

Number of shareholders who approached the Company for transfer of shares from unclaimed suspense account during the year 2018-19

0*

(iii)

Number of shareholders to whom shares were transferred from unclaimed suspense account during the year 2018-2019

0*

0*

(iv)

Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 31st March, 2019

0*

0*

* Pursuant to IEPF Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016 all unclaimed shares were transferred to IEPF Authority.

The Board placed on record its appreciation for the valuable services rendered by Mr D Bandyopadhyay and Mr Santosh Nautiyal. Mr Baijayant Panda (DIN:00297862), Mr Subhrakant Panda (DIN: 00171845) and Mr Jayant Kumar Misra (DIN: 00146526) were re-appointed as Vice Chairman, Managing Director and Director (Corporate) & COO respectively for a further period of three years with effect from 28th October, 2018. Further, Mr C R Ray (DIN: 00241059) was re-appointed as Wholetime Director for a further period of 3 years with effect from 31st January, 2019. Their terms of appointment were approved by the members on 3rd December, 2018 through e-voting/postal ballot.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr S P Mathur (DIN: 00173775)) and General Shankar Roy Chowdhury (DIN:01921688) were re-appointed as Independent director for second term of five years and two years respectively with effect from 1st April, 2019. Their terms of appointment were approved by the members on 27th March, 2019 through e-voting/postal ballot. Further as required under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the continuation of Major R N Misra (DIN :00146138) and Mr N R Mohanty (DIN:00237732) as Independent Directors till the expiry of their existing term were approved by the members on 27th March, 2019 through e-voting/postal ballot.

Mr Chitta Ranjan Ray (DIN 00241059), Whole-time Director and Mrs Paramita Mahapatra (DIN: 00143058), Director retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

Resolutions seeking approval of the members have been incorporated in the notice of the forthcoming Annual General Meeting. Brief resume/details relating to Directors who are to be appointed/re-appointed are furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting as required under the Code of Corporate Governance.

All the corporate benefits in terms of securities accruing to on these unclaimed shares shall be credited to the aforesaid account. Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Internal Financial Control Systems and their Adequacy

The Company has a comprehensive system of internal controls that enables efficient operations, optimal resource utilization and compliance with all applicable laws and regulations. Each of these internal controls strengthens the Company and protects loss or unauthorized use of assets by providing adequate checks and balances. The Company authorizes, records and reports all transactions. An independent firm of Chartered Accountants serves as the internal auditor to execute the internal audit functions. The Management and Audit Committee of the Board observes and then recommends corrective measures following such audits to improve business operations.

Corporate Governance

Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance, Management Discussion and Analysis, Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance have been made a part of the Annual Report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

Subsidiary/Joint Venture Companies

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is attached as Annexure-4.

Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance policy towards sexual harassment at the workplace and during the year, the Company has not received any complaints of sexual harassment.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application.

Industrial Relations

During the year under review, industrial relations at the Company’s manufacturing/ operational complexes located at different sites remained cordial.

Acknowledgement

Your Directors would like to place on record their sincere appreciation of the exemplary service rendered by the entire workforce during the year under review. Further, your Directors would also like to appreciate the support received from Term Lenders and Working Capital Bankers. Last but certainly by no means least, your Directors would like to thank shareholders, customers, Government and the public at large for their continued support and confidence.

For and on behalf of the Board

Place: Bhubaneswar (Subhrakant Panda) (Chitta Ranjan Ray)

Date : 18th May, 2019 Managing Director Whole-time Director

DIN: 00171845 DIN: 00241059